News

Placing of shares in Capio AB (publ)

May 10 2017

NOT FOR DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
SOUTH AFRICA, HONG KONG, SINGAPORE, CANADA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL

This announcement is not an offer to sell or a
solicitation to buy securities in any jurisdiction, including the
United States, Australia, New Zealand, South Africa, Hong Kong,
Singapore, Canada and Japan. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any
jurisdiction.

NHCE S.à r.l., a company ultimately owned by Nordic
Capital Fund VI[1](the
"Seller") announces its
intention to explore the opportunity to sell up to
26,605,644ordinaryshares
(the "Placing Shares") in Capio AB (publ)
("Capio").

The Seller currently holds the following number of
shares, corresponding to the following % of the number of shares
and votes in Capio:

·26,605,644 shares, corresponding to 18.85% of the
shares and votes

The Placing Shares are being offered by way of an
accelerated bookbuilding (the
"Placement") to institutional investors.
The bookbuilding period commences today, 10 May 2017, at 17:30 CEST
and may close at any time on short notice. Subject to customary
carve outs, the Seller has agreed that, to the extent it sells any
Placing Shares in the Placement, any remaining Capio shares it
holds will be subject to a lock-up until publication of the next
interim report of Capio, which is expected to be published on 21
July 2017.

R12 Kapital AB (the af Jochnick family) and the
Fourth Swedish National Pension Fund intend to subscribe for shares
in the Placement.

Carnegie Investment Bank AB and SEB are acting as
Joint Bookrunners in connection with the
Placement.

The final number of Placing Shares to be placed will
be determined at the closing of the bookbuilding process, and the
results of the Placement will be announced as soon as practicable
thereafter.

The distribution of this announcement and the offer
and sale of the Placing Shares in certain jurisdictions may be
restricted by law. The Placing Shares may not be offered to the
public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the Placing Shares in such jurisdiction. No action has
been taken by the Seller, the Joint Bookrunners or any of their
respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is
required.

This announcement is not for publication,
distribution or release, directly or indirectly, in or into the
United States, Australia, New Zealand, South Africa, Hong Kong,
Singapore, Canada, Japan or any other jurisdiction in which such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.

The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell or the solicitation of an offer to buy
securities in the United States. There will be no public offer of
any securities in the United States or in any other
jurisdiction.

In member states of the European Economic Area which
have implemented the Prospectus Directive (each, a "Relevant
Member State"), this announcement and any offer
if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus
Directive ("Qualified
Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the
expression '2010 PD Amending Directive' means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the
"Order") or (ii) who fall
within Article 49(2)(A) to (D) of the Order, and (iii) to whom it
may otherwise lawfully be communicated.

This announcement is not an offer of securities or
investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or
solicitation would be unlawful. No action has been taken that would
permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions.

In connection with the Placement, the Joint
Bookrunners and any of their respective affiliates acting as an
investor for its own account may take up as a proprietary position
any Placing Shares and in that capacity may retain, purchase or
sell for their own account such Placing Shares. In addition they
may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.

This document includes statements that are, or may
be deemed to be, forward-looking statements. These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "intends", "expects", "will", or
"may", or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not
historical facts. Any forward-looking statements are subject to
risks relating to future events and assumptions relating to
Capio's business, in particular from changes in
political conditions, economic conditions, evolving business
strategy, or the retail industry. No assurances can be given that
the forward-looking statements in this document will be realised.
As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual results or
otherwise.